TD Bank 2001 Annual Report Download - page 85

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83
MORE ABOUT US
COMMITTEE
Audit and Risk
Management
MEMBERS
Wendy K. Dobson
(Chair)
Darren Entwistle
Brian F. MacNeill
Henry H. Ketcham
Pierre H. Lessard
Helen K. Sinclair
RESPONSIBILITIES
•Reviews TD’s financial statements before the Board approves them
•Evaluates and approves internal control procedures
•Reviews any investments and transactions that could adversely affect TD’s well-being
•Reviews and approves policies and procedures relating to certain Canada Deposit Insurance
Corporation (CDIC) Standards
•Monitors TD’s risk management systems, and performance and regulatory compliance program
•Reviews procedures for and approves transactions with related parties to TD, as defined by
the Bank Act, and ensures that any transaction that has a material effect on TD’s stability or
solvency is identified
•Monitors procedures to resolve conflict of interest situations and to restrict the use of
confidential information
•Monitors procedures relating to disclosure of information to TD’s customers that is required by
the Bank Act
The committee meets regularly with the shareholders’ auditors, the Superintendent of Financial
Institutions Canada, TD’s Chief Financial Officer, Executive Vice President, Group Risk Management,
Chief Auditor and Senior Vice President, Compliance in carrying out its duties.
Corporate Governance Marshall A. Cohen
(Chair)
Eleanor R. Clitheroe
Pierre H. Lessard
Edward S. Rogers
Michael D. Sopko
•Responsible for corporate governance issues, including structures and procedures for the
independent functioning of the Board
•Recommends criteria for the composition of the Board and committees and the number
of Directors
•Identifies candidates for the Board and reviews their qualifications and recommends candidates
•Provides an orientation program for new Directors and ongoing education for Directors
•Reviews the position description for Directors
•Keeps abreast of the latest regulatory requirements, trends and guidance in corporate
governance and updates the Board
•Assesses annually the effectiveness of the Board (including reviewing the annual evaluation by
the Directors), its committees and the contribution of each Director
•Monitors the functions of TD’s Ombudsman
•Reviews and approves changes to procedures to resolve conflict of interest, to disclose
information to TD customers and to restrict the use of confidential information
Management
Resources
John M. Thompson
(Chair)
Marshall A. Cohen
Brian F. MacNeill
Roger Phillips
Donald R. Sobey
•Reviews and approves executive and director compensation policies and practices, and TD’s
benefit plans either on its own or in conjunction with the Board
•Reviews significant organizational changes
•Monitors succession planning
•Reviews and recommends to the Board candidates for senior officer appointments
•Recommends to the Board terms and conditions of any incentive or deferred compensation plan
for TD’s officers
•Reviews executive pension plans and loans to senior officers
•Reviews the Chief Executive Officer’s position description and objectives
The table below tells you about the members and responsibilities of each committee of the Board of Directors.
Committees of the Board